Along Came a Spidergirl
by Riana Salvatore
Summary: Amazing Spiderman Verse. Instead of Peter getting bitten by the spider at Oscorp, Gwen was. Join her as she begins a journey to hero that involves a cute nerd, a father that wants to arrest her, and a scientist with a scaly problem.
1. Chapter 1

I couldn't believe it. He had snuck away from the tour and now I had to find him to make sure that he didn't go into a restricted area and there were a lot of restricted areas. Yes I kind of liked him and he was almost smart as me but he wasn't even supposed to be here since he had snuck onto the tour in the first place. I had begun to look in several places him before I headed down by the genetically engineered animals. Dr. Connors was trying to successfully see if he could use animal DNA to regrow his lost hand. I wasn't even completely sure how he lost it to be honest.

I bumped into the case of spiders and accidentally put my hand in it. Feeling threatened, the arachnid bit me. I pulled my hand away, thankful that this particularly species of spider, even with genetic modifications, was not lethal to humans. My hand probably was going to hurt for the next few days at least.

It was at that moment that I came across Peter Parker. It may have been because of the spider bite, but I was pissed. I looked at him with a fire in my eyes as he gave the look of a puppy that knew it did something bad.

"Just give me your badge and get out of here." I ordered. I hung his head and walked away. I was glad that the group was also gone because it meant that I could head home myself. I looked at my hand and noticed the red mark on it. I would probably have to make sure that to put something on it when I got home. I really hoped that I was right in my assumption and the spider was not lethal. I also knew that I didn't want to tell Dr. Connors about it because it would make me look unprofessional.

It was at that moment that I noticed that the badge seemed to be stuck to my hand. I began to shake it before noticing that it was still stuck. Did he get some adhesive on it? After much trying, I finally managed to get it unstuck. I began to walk home. I wasn't afraid running into people because I had a can of mace in my purse and it really wasn't that far to go. I had to bank on no one being around when I headed to the bus stop.

As I was waiting, I happened to notice a prostitute sit next to me. Her skirt ended up touching my hand. I pulled my hand away but it turned out that I had somehow managed to pull her skirt off with it. The skirt was stuck to my hand.

"Wow, you're hot and I'm into girls, but you're going to have to pay like everyone else." She told me. I struggled to get the garment off of me because it was definitely an embarrassing situation to be in. I managed to get it off as the bus arrived and immediately got on it. I was at least thankful that she had been wearing underwear.

I tried to put out my change but once again, it was stuck to hand. Why was everything sticking to me all of a sudden? I took a seat and made sure not to touch any out of fear to sticking to it. The bus stopped in front of my house and I quickly got off. I decided to ring the doorbell because I didn't want to accidentally knock the door off or something.

My mom answered the door and I went inside.

"So Gwen, how was work today?" She asked. The term work was a very loose definition of what I did. I mean I was mostly an intern. What I was doing did look great on college applications, but I wasn't exactly getting paid for it.

"It was a little bit stranger than usual." I answered. I then added as to not seem suspicious. "But that's what being a scientist is like."

"I still don't understand why you want to do it, but I think it's great that you're putting head of yours to use." She told me. "Dinner's almost ready."

Suddenly, I began to feel nauseous.

"No thanks, I'm not feeling very hungry right now." I declared as I headed up to my room. I looked in the mirror when I got up there. I wasn't the most beautiful girl in the world and I knew that but I was able to use what I had combined with my superior intelligence and my girl next door appear from how I dressed I thought that I looked beautiful. I didn't have a boyfriend though. Most of the guys at school were assholes or too afraid to ask me out. Maybe they were threatened by my brain. Suddenly, my vision got blurry. It felt like everything was spinning. Before I could say anything, I collapsed onto my bed unconscious.

So I decided to try something new. I don't think anyone has done a story where Gwen gets bitten instead of Peter. I also am using different actors in this. I don't have anything against Emma or Andrew, but I wanted younger people, so I went with Meaghan Martin as Gwen and James Maslow as Peter. Gwen is just now beginning her transformation into Spidergirl. Please don't forget to review.


	2. Chapter 2

In my unconsciousness, I began to think back to the beginning.

_I woke up in the morning for a day of school. Like I said, I have the style more fitting to the girl next door than the prom queen. I did like to wear miniskirts, but only with knee-high socks. I was also quite fond of headbands. I happened to know that the look appealed to some people as well, but it was what I had with my body. I didn't have a lot of body issues, but I did wish my breasts were maybe a size bigger. I didn't want huge ones, but a C-cup I would be fine with. _

_I walked downstairs where my family was having breakfast. You could say that I had a pretty good life. My dad was the second-highest ranked police offer in the NYPD. My mom was always at home and my little brothers weren't the kind that invade your privacy. I had an amazing job at the largest scientific facility in New York and I was projected to be the valedictorian. If there was one reason that I didn't like Peter Parker it was that I didn't want him to take that from me, but I was pretty sure that it was unlikely. _

"_Morning, Daddy." I told him as I gave him a kiss on the cheek. The two of us were very close. "So how are things going on the force?"_

"_Well there's nothing major." He answered. "It's just the usual work. A little bit of gang violence, a few break-ins, and some carjacking: the usual stuff."_

"_Well just remember to be careful." My mother told him before he gave him a kiss on the lips. My brothers looked away since they still thought that romance was gross. When they go through puberty things are going to be wild. _

_When I got to school, I smiled at Peter in the hallway. Whereas I had the seemingly perfect life, his was far from it. Everyone knew that his parents had left him with his aunt and uncle when he was young and never returned. I couldn't say if it was abandonment or they just died. I did know that his dad was good friends with Dr. Connors. As he was looking at me, he nearly crashed into someone. If he asked me out on a date, I would probably say yes, but I don't think he was brave enough to ask me. He was cute, even though he wore glasses. I then noticed some other talking to him. I had a feeling it wouldn't lead anywhere because I knew she had a boyfriend. Nevertheless, I couldn't help but feel a bit jealous. _

_Later in the day, I heard that there was a fight going on outside. I decided to go and break it up. I also wouldn't help but bet that it wasn't as much of a fight as was everyday bullying. I couldn't say that I had a lot of patience for bullies. _

_What I found was Peter being beaten up by Eugene "Flash" Thompson. He really didn't like it when people called him by his first name._

"_Flash." I interrupted as everyone looked at me. "Am I still coming to your house today? How's your studying been going because I was very disappointed with your latest test result? Now how about you go to class."_

_He blushed and walked away and I went to help Peter up. It felt nice to put him in his place. In addition to my work at Oscorp, I also was a tutor three nights a week. Monday, Wednesday, and Friday were my tutoring nights and Tuesday, Thursday, and Saturday, I was at work. In other words, I had a bit of a hectic schedule. At that point, the bell rang. _

_Peter was in my next class. I took a seat next to him. I quickly gathered that Peter was beaten up because he stepped in to stop Flash from beating on some other guy. It's not really that smart to try to stand up to someone bigger than you if you don't have any sort of power over them. _

"_You know that was pretty brave what you did back there." I whispered to him as I looked at his bruised face. _

"_Thanks." He whispered back._

"_What's your name?" I asked him. _

"_You don't know my name?" He responded in surprise._

"_No, I know your name. I want to make sure that you know your name." I told him. "You might have a concussion. You might want to see the nurse."_

"_Peter…Parker." He answered. "Peter Parker."_

"_Okay so you don't have a concussion." I replied. "It's probably still a good idea for you to see the nurse."_

_I wasn't sure if he was going to see the nurse or not. I was somewhat tempted to skip my session with Flash today because things clearly weren't working, but his parents were paying me good money. _

_I went to his house, not looking forward to it. It was true that I was helping some people, but he wasn't one of them. I sat down as I watched his fill his paper. _

"_Wrong, wrong, and wrong." I told him as I read it over._

"_Well are you going to tell me the right answers?" He asked me in frustration._

"_That depends. Are you going to apologize to Peter about today?" I asked seriously. He looked at me like he thought I was kidding, but the look on my face showed him that I wasn't. _

"_Are you really blackmailing me?" He questioned. "You know that I need to pass this test."_

"_Well maybe if you devoted more time to studying and less to being a bully, you would have better grades." I suggested. "You know I think I'm going to go home. When I feel that you deserve my help, I'll help you." _

_I went home and found that my father was there. I was pretty sure that he noticed my mood. _

"_What's wrong, Gwen?" He asked me. "Do I need to have someone arrested." _

"_No, it's just Flash Thompson, one of my students. He's a bit of a bully and he's really not even that smart." I explained as I put my books down. "I caught him beating on a guy today."_

"_Thompson, eh? Is he related to Marty Thompson, one of the repeat offenders? He's serving a year for DUI." Dad replied. _

"_I don't know, maybe." I answered. _

"_The guy was also brought in three times for domestic violence." He added. Well now I had to admit that I felt kind of bad for him, but it still didn't give him a right to be such a douchebag. _

_I kind of wanted to go over to Peter's house to see if he was okay. It wasn't that hard to find out where he lived. I walked outside and knocked on the door. It was probably a bit strange of me to just show up unannounced like that._

_The door was answered by a woman with dark brown hair that was beginning to grey. I assumed that she was Peter's aunt. I momentarily blanked on what I was going to say. _

"_Can I help you?" She asked me. _

"_Yes. I'm Gwen Stacy, one of Peter's classmates." I answered with a slight blush. "I was just wondering if he was here right now." _

"_Come in, I'll go get him." She instructed. _

_I stepped inside of the house and she went upstairs. It felt kind of uncomfortable being there and I realized that it was a bad idea, but I was already too far in to leave. I watched as Peter came down the stairs. He looked confused._

"_Gwen, what are you doing here?" He asked me. It was definitely a bad idea for me to be there. _

"_I just wanted to come by and make sure that you were okay." I declared. "It looks like you're fine." _

"_Do you think that you'd like to stay over for dinner?" He asked me. It wasn't quite him asking me on a date. I really wasn't sure that I wanted to do it at the moment._

"_I think I should probably get going." I replied. I had to come up with a good lie. "I promised my mom I wouldn't be gone long. And my dad is a cop so we don't need him to come looking for me."_

_At that point, his uncle appeared and looked at me. Staring might have been the better way to describe. _

"_You're the girl from his computer." He said. _

"_You have me on your computer?" I asked in surprise. _

"_Well, I was doing some photos for the newspaper and yours was there." He rambled. I tried my best not to giggle. "You said that you had go, right?"_

"_Yes." I said. "I will see you at school tomorrow."_

_I walked away, not believing that I had decided to do that. I could tell that his aunt and uncle seemed like they were nice people at least. _

_The next day, I began to check on Dr. Connors. He was doing some research. I needed to talk to him about something. _

"_Dr. Connors." I stated, hoping to get his attention. _

"_Hello, Gwen, what can I do for you?" He asked me. _

"_I'm going to start applying for colleges soon and I was wondering if maybe you could write me a recommendation letter." I requested. _

"_Of course." He replied with a smile. "You know you're one of the brightest young minds that I had ever seen. Any school would be lucky to have you."_

"_So what is it that you're working on right now?" I asked him curiously. _

"_I'm currently genetically engineering some spiders for further testing." He explained. "So tell me, Gwen in your honest opinion, what do you think of the idea of cross-species genetics? This won't affect the letter."_

"_Well I think that if it were possible, it would definitely be groundbreaking." I answered. "I just don't think that it's possible or safe to be honest. All that I've read about transferring non-compatible DNA is that it would be likely to kill the subject."_

"_Well we would definitely have to minimalize the risks before we could work on humans." He agreed. "Who knows, maybe you'll be the one to perfect the formula for it someday."_

_I personally wasn't entirely sure what I wanted to do as a geneticist or even be a geneticist. There was definitely the dream of every scientist as being the one to find a cure for cancer or other diseases, but I didn't think that I would be able to achieve those goals realistically. I definitely wanted to do something that would get people to know my name, maybe even get something named after me. _

"_So you need to be careful." I told him. "We can't have any of those spiders biting you."_

"_These particular spiders aren't lethal to humans." He told me. "While you're here, I need to ask you a favor. We'll be having new interns coming starting in a few days, and I need you to bring me the applications so I can make the final cuts."_

"_Yes Dr. Connors." I responded as I left to get the forms. I had gone through the forms and noticed that it was mostly men. There really weren't enough women interested in science these days. Maybe it's because they think that they can't look and be a scientist, but that wasn't the case. _

_On the day that the interns were scheduled to come in, I grabbed my clipboard with the list of names. There were more girls than I thought. I tied my hair back into a ponytail. _

"_Dr. Connors will be here soon." I told them. "There are strict rules here. You need to follow them or there will be consequences."_

_At that point, we heard someone screaming from downstairs as he was dragged away by security. I don't know why he thought the screaming would help._

"_As you can see, that's what happens to people who don't follow the rules." I explained before I led them into the lab. It was at that moment that Dr. Connors showed up. _

"_Hello, everyone." He greeted them. "As you can see, I am a southpaw."_

_That got a few laughs from the crowd._

"_I had an accident a few years back and I want to fix myself." He added. "Does anyone know how?"_

"_Stem cells?" One of them guessed._

"_No, what I'm planning is more radical." He declared. "Anyone at all?"_

"_Cross-species genetics." A familiar voice said from the back. The crowd dispersed and it was him. I checked the list and found that his name wasn't on it. What was he doing here? "For example, cells in the zebra fish may able to create a cure for Parkinson's. If you could give this ability to people, it would be groundbreaking."_

_Well he had definitely done his research. I could give him that. _

"_Yeah, you just have to look past the gills on her neck." One of the interns cracked. _

"_Magnificent." Dr. Connors replied after the laughter ended. "And you are?"_

"_He's one of Midtown Science's best and brightest." I answered for him. "He's second in his class."_

"_Second? You sure about that?" Peter responded. _

"_Absolutely." I declared. _

"_Now would everyone follow me?" Dr. Connors stated. I gave Peter a look saying that I needed to talk to him. _

"_So Rodrigo…" I declared as I read the name on his badge. "What are you doing here?"_

"_I know you're probably surprised to see me, but I was really interested in talking to Dr. Connors. I should have made an appointment. I didn't know that you worked here." He babbled some more. It made him so hard to resist. It was definitely his most charming attribute._

"_I've decided that you can stay for today, but stay with the group and don't do anything that will get me in trouble." I ordered. _

_It wasn't even half an hour before I noticed that he was gone. I let out a sigh before I began to look for him. _

I woke up after that. I couldn't help but wonder if I had dreamt the whole thing with being bitten by the spider and then becoming surprisingly sticky. I wasn't sticking to my mattress or anything. I then looked in the mirror and determined it wasn't a dream. I looked different.

So we get a look into Gwen's life in this chapter. I decided that maybe it wasn't as good of an idea to start with the part where she's bitten and headed for some flashbacks. So how has her body changed? Please don't forget to review.


	3. Chapter 3

I had to strip to my underwear to get a full view of the change. My arms now had a definite muscle tone to them. My abdominals, once completely flat, now were in a six-pack. On top of that, my bra felt snug. I took it off and was able to confirm that my breasts had definitely grown. They appeared to be the C-cups that I had previously wished for. I would have to find some time to go shopping in the near future. Though, I think the more important issue would be to find out how I went through this transformation. Was it a result of the spider bite? That was the only logical explanation because everything became different after it happened. I looked at my clock and noticed that it was morning. I had slept for 15 hours!

I needed to get ready for school. I hoped that no one would be able to notice the change that I had gone through. I did know that breast growth wasn't supposed to be so sudden. Girls don't just go up in cup size overnight. It just doesn't happen. The good news was clothes fit okay, even if they were a bit tight in the chest. Once thing that I did know was just because I had cleavage now didn't mean that I was going to flaunt it.

I made it to school okay. I seemed to be less sticky than before. I still had no idea what that was about. When I walked in, I happened to get more whistles than usual. It seemed like the general male population was the same as ever.

"Well, it looks like someone brought a padded bra today." A girl said to me. You know how every school has that girl that is just a bitch, well she was ours. Her name was Felicia Hardy. Her dad had recently gotten busted for insider trading and she seemed to think that the school was her domain. "Got anything to say, Stacy?"

"I always knew that you cheated." I quipped.

"You don't want to mess with me." She warned me before she walked away. I couldn't help but wonder if that was supposed to be a threat.

From there, Peter came up to me.

"Hey, Gwen, I really wanted to apologize for what happened yesterday." He stated. "I really had no idea that you worked there and just wanted to see Dr. Connors because he was a friend of my father's."

"You know he does take appointments." I pointed out. "You could have sent him an email instead of just showing up."

"You know you look different today." He noted. I sighed on the inside not wanting him to tell me that my chest looked bigger too. "You seem taller."

"It's the heels." I lied. I actually hadn't measure myself. I didn't feel that much higher off the ground and he still did tower over me, but maybe I had grown an inch or something. "Anyway, I am going to accept your apology. Just don't make any more unannounced visits and we won't have a problem."

"Do you want to go to dinner sometime?" He asked me. That was kind of sudden and surprising. It seemed like he hadn't even expected to ask me out.

"Well I don't have a lot of free time right now." I told him. "I would like to go with you, but I am a very busy person. Are you free on Sunday by any chance? I might be able to do something then. I have church in the morning, but I'm free after that."

"Yeah, Sunday's good." He replied with a smile. "I'll see you then…that is if I don't see you before that."

I smiled as I walked away. People probably would tell me that I could do better than him and he was out of my league, but he was a nice guy and he really wasn't that bad-looking. It wasn't like I was going on a date with Jonah Hill.

Once thing that I definitely did need to do was figure out the root of what was causing this. When I was in gym, I found that I had more endurance. I figured that I should probably read more of Dr. Connors's notes on cross-species genetics. Maybe it was possible. I didn't feel like a spider though. I wasn't growing extra arms, nor did I have any cravings for insects. I did manage to sense a soccer ball flying out me before anyone could scream for me to get out of the way.

"What the hell was that?" I asked Felicia.

"I just have really bad aim." She told me innocently. I wasn't buying it but I wasn't about to call her out on it in front of everyone. I decided that it would be best to cancel my tutoring appointments because I really needed to talk to Dr. Connors. That sixth sense had really freaked me out (and not because it was a good M. Night Shyamalan movie).

I decided that the first thing that I wanted to do was get some bigger bras. I had them measure me and sure enough I was a 36C. I was also now 5'5" instead of 5'4".

"You know I would kill to look like you do." The salesgirl told me. She looked to be around the same age as me with red hair. Her nametag read Mary-Jane. "We can order something custom for you if you'd like."

"No thanks, I really just need a few of these because I have to go talk to my boss." I explained.

"Oh, where do you work?" She asked curiously.

"Oscorp." I answered.

"So you're really hot and you're smart. I have to say that I'm jealous." She replied. "So how about we go to the register and I can stop talking?"

After I was done at the store, I decided to head to Oscorp. I couldn't help but wonder if I should've asked Peter since he had done his research on cross-species genetics, but I was pretty sure that my pride was preventing me from doing so because I didn't want to admit that he knew something that I didn't.

I went to Dr. Connors's office where the secretary told me that I could find him. I felt a little weird being there in my civilian clothes for a change. I would always wear a lab coat while I was working.

"Dr. Connors." I said to get his attention.

"Oh, Gwen, I'm sorry. I wasn't expecting today." He told me. "Don't you usually do tutoring on Wednesdays?"

"I cancelled today because I really needed to talk to you." I explained. "Do you think we could talk some more about cross-species genetics?"

"I'm afraid that I'm much too busy today." He told me as I frowned. "If you'd like, I could let you look at my recent notes and we could discuss it when you're here tomorrow evening."

I supposed reading up on it would be helpful. It would make it easier to figure out how to tell him. I couldn't help but wonder if he would be disappointed about me accidentally coming across this. I then thought that maybe I wouldn't have to tell him. Maybe I wouldn't have to bring up specific examples. Maybe I could keep my new abilities a secret. Maybe it would be a good idea to first figure out what all of my new abilities were.

I had some time before I needed to go home and there was this abandoned warehouse that I could check out. I decided that I would give it a shot because I was really interested in seeing what I could do. I walked into the warehouse and closed the door.

By breaking the lock, I found out that I had enhanced strength, but the muscles kind of led me to believe that. I did some running and was able to reconfirm my superhuman endurance and also found out that I had a good deal of speed as well. I also was able to find that I was producing a web-like adhesive from my hands. I would have to analyze it and figure out if there was a possible way to use it as a weapon or at least use it in some way that would be useful to me.

The final thing that I wanted to try was the other thing that spiders were known for. I wanted to see if I could climb on the wall. I realized that the best way to do it was to…try to climb on the wall. It could be very dangerous. If I fell, I could easily die. I stuck my hands out and slowly began to scale the surface like I had suction cups on, even though I had never used suction cups. Once I was up, I realized that I could move faster. I confidently made it to the ceiling before I heard the sound of someone coming. I jumped to the wall and then to the floor and found a cop was there.

"Gwen?" He asked me. A good deal of the force knew me because of my dad. "What are you doing here?"

"I was looking for somewhere quiet to study." I lied. "I thought this place was abandoned. Can you please not tell him?"

"How about I just ask you to leave." He suggested. "Do you need a ride home?"

I decided that a ride would be the best option. I got in the back of the car and let him take me to my house. I still needed to figure out what I was going to do with my powers.

My mom was a little bit concerned when I came home in a cop car, but I just had to tell her that Officer Smith was giving me a ride. I had some time before dinner, so I decided to look over the notes. The spiders would be able to pass their abilities to any human bitten, including the ability to generate webs, climb solid surfaces, durability and would also increase the physical attributes of the person. That was 100 percent accurate so far. I still needed to learn how to work the webs.

I actually wanted to see if I could do more exciting things. It sounded like I had an opportunity to do some really exciting things with these powers. It seemed that if I could figure out a way to use my webbing, I might be able to go from building to building. I wasn't any kind of adrenaline junkie, but I wanted to figure out how it would feel. My instinct was that it would be a blast. I wanted to head to the roof, but I didn't have time for that.

I went to the kitchen for dinner to find that my dad was home. One of the perks of having such a high position was that he got a lot of time to spend with his family. He didn't have to work night shifts unless there was a crisis and there hadn't been one of those since 9/11.

"So Gwen did anything interesting happen at school today?" My father asked me.

"No." I responded. I mean Peter asking me out was kind of interesting, but I wasn't quite ready to tell them about that. I wanted to wait until after a few dates to introduce a guy to my parents.

The next day at school, I could see Felicia giving me the evil eye. I was still getting used to having a larger bust. I seriously didn't understand how women could get breast implants. Maybe they thought it was worth it to have all of the extra weight on their chest.

"So I heard that you do tutoring, Stacy." Felicia remarked.

"Are you telling me that you need help in school?" I asked. I really didn't want to help her.

"Looking this good doesn't leave a lot of time for homework." She declared. "Are you going to help me or not?"

"What's in it for me? You've pretty much not said one nice thing to me since high school started." I pointed out.

"I like the way you can rock stockings." She replied begrudgingly.

"I'm too busy with my current tutoring schedule to add anyone else." I replied.

"Damn it, I need you to help me as she tried to push me against a locker. She prepared to slap me, but I quickly moved out of the way and her hand collided with a locker and she screamed in pain.

That led to her being taken to the nurse and me being called to the principal's office. I couldn't believe that I was the one that was potentially getting in trouble.

"I didn't do anything." I argued. "She was the one who swung at me."

"In any case, I think it's best that you and Ms. Hardy get some distance so you can have some time to calm down." The principal suggested. What did that mean? "I'm sending both of you home and you will be excused from your classes."

So that meant that my mom had to pick me up. It really wasn't fair.

"Can they really do this?" I questioned. "All I did was avoid her when she swung at me. You have to believe me."

"I believe that you wouldn't start a fight, but I want to know why this girl would suddenly attack you." Mom replied.

"It's probably because of that stuff with her dad." I lied. To be honest, I think jealousy had something to do with it. "Do you think it would be possible for me to go into work early today? It would be easier."

I was able to talk to Dr. Connors, but I didn't want to mention that I was an actual living example of cross-species genetics just yet. I also managed to test the going from building to building. I was currently working on a way to make it so I could make the natural webbing I was producing strong enough to move faster with since there was a lot more space in the air.

On Saturday night, I was returning from Oscorp. I decided to stop at a convenience store and get a milk. I headed to the register and took out my wallet and paid a $1.06.

"It's $1.08." The clerk told me. "New taxes."

I then reached into penny tray since that was all I had.

"That money is for charity." He told me before I took out my credit card. He then showed me a sign very that there was a $3.00 minimum for credit purchases. I sighed and left the milk on the counter and began to walk away.

At that moment the man behind reached into the cash register and grabbed the money. He threw me the milk and ran off. The clerk looked at me, but I just shrugged my shoulders.

I then went outside and saw heard a gunshot and I noticed that the thief was holding the gun. I remembered the tattoo of a star that I had seen on his wrist. I looked where people had gathered in the street around the body and I was shocked. I had seen that person before. It was Peter's uncle Ben.

So Gwen knows that she caused Uncle Ben's death and she's going to feel really bad about it. She'll want to make it up to Peter by finding the killer. Also Felicia and Mary-Jane made appearances. Felicia is played by Stefanie Scott and MJ is the unseen Shailene Woodley. Please don't forget to review.


	4. Chapter 4

I knew that I needed to get ready fast. I had to catch this guy quickly. I knew that I couldn't do it dressed in my regular clothes. I was working on the webbing and making it strong enough. I also had to figure a suitable costume and a name that would work. I needed an identity. I had Miss Web, but that just sounded lame. I began to put some clothes together. I went for a two piece outfit consisting of a red and blue top with matching leggings and gloves, all which had a pattern of black lines resembling a web on them. I also went for a red mask with the same web design and white eyes that covered half of my face. I knew that I didn't want to leave any hair samples, so I wore a dirty blonde wig.

I decided to go to the memorial for Peter's Uncle. He obviously didn't want to go on a date because of that. I didn't want to tell him that I let his uncle's killer go, though realistically, I shouldn't have been able to stop him. I mean what was high school going to do to a grown man?

"So do they have any idea who the killer is?" I asked Peter.

"The police gave us a sketch of their top suspect." Peter explained.

"Do you think I can see it by any chance?" I questioned.

"Sure, I was going to get rid of it because there's no point in me keeping it anymore." He said as he took me up to his room. He showed me a picture that confirmed that it was the thief was the convenience store. The only problem was that I didn't know a name or anything that I could possibly use. I would still keep the picture though. I then noticed he was starting to cry. "Thanks for coming. I know that this wasn't what you were hoping for."

"Maybe sometime we can get a chance." I offered. "I'll wait until you're ready."

"I don't know when I'll be ready." He replied. "I kind of want to say that I'm ready now."

"But I know that you're not." I told him. "Take some time to grieve. I'll be here for you."

I gave him a hug. I was basically saying that I was his future girlfriend for when he was emotionally ready.

That night, I had to plan my first night out. I had come up with a name: Spidergirl. It wasn't the most original, but it was definitely something that people would remember. I had my webs loaded into a sort of blaster that would shoot through a hole in my gloves. I saw a suspicious looking individual heading towards a lot of parked cars. I found one that was unlocked and waited for him in the backseat.

"You know you were so predictable." I said once he was inside. "You would think you would use a crowbar or something?"

"Are you a cop?" He asked as he exited the car in fear.

"Yes, I'm a cop wearing a red and blue suit." I deadpanned. "Come on, man, use your brain."

He took out a knife, a very small knife.

"That's not a knife." I told him. I unfortunately did not have a bigger knife to complete the line. I then shot some webs and pinned him to the fence. "That was easy."

"Who are you?" He questioned before I grabbed his sleeve and didn't find the tattoo of the star. "I'll do whatever you want, just let me go."

"I'm Spidergirl." I replied before I shot some web over his mouth. It was nontoxic, so he would be okay. At that moment, I noticed Officer Smith.

"Don't move." He replied as he pointed his gun at me.

I just decided to move as fast as I could and I managed to elude him. I had to hurry and get home because it was almost my curfew. I knew that I would have to be crafty with how I did things because my mom would occasionally clean my room. I definitely would need a plan if I needed to get changed in a moment's notice.

In the morning, I turned on the news and noticed that there was word of a masked heroine known only as Spidergirl. I could tell that my dad didn't look too pleased about it.

"You know I really hate it when people try to do my job for me." He declared. I definitely wouldn't be telling him any time soon.

"Well maybe this chick thinks that she can make a difference." I responded. "You have to admit that she looks cool like that."

"She'll look really cool when she's arrested for vigilantism." He proposed. I would have to work really hard to prevent him from finding out. I would think that he would like me going into the family business, especially since I was more capable than he was.

"What do you think she wants?" Paul asked.

"She probably is some glory hound with daddy issues and maybe she's trying to impress a boy." Dad guessed. He was all wrong.

"Well I need to get to school." I announced before I gave my father a kiss on the cheek. It could've been worse. He didn't say anything really hurtful about me. I really hoped that this wouldn't cause problems within my family, though I had no plan to let anyone find out.

When I got to school, Peter quickly found me. He looked excited.

"Did you see the news?" He asked me.

"Well they had this story on child poverty in Africa." I remarked.

"No, I'm talking about Spidergirl." He corrected as he showed me the paper. I began to wonder if I should change my voice when I talk because there are quite a lot of people who might be able to figure out my identity from my voice and that I couldn't let happen.

"I've heard about her." I stated. "She's this girl in a flashy outfit. My dad hates her."

"Well how do you feel about her?" He questioned.

"I can't help but wonder who would be stupid enough to go after criminals." I declared. "Not to mention her hair looks completely fake."

"Okay, she probably is insane, but she's also a hero." He responded.

"I wouldn't call someone that stopped a car thief a hero." I pointed out. I figured a good way for people not to think that I was Spidergirl to denounce her constantly. "She'd have to save someone's life to be a hero in my book."

"You don't like her very much, do you?" He asked.

"I can't not like something that I don't know." I pointed out. "What about you?"

"Well she's hot, but she doesn't look as good as you do." He replied. That made me want to laugh, but I refrained from doing so.

"Let's change the subject." I suggested. "How are you doing?"

"I'm a bit better than yesterday." He explained. "But I still can't believe that my uncle was murdered. Who would be so cruel to kill someone like him? He was a good person."

"Well I have a feeling that whoever did it won't get away with it." I told him.

"We should get to class." He stated as the bell rung.

I did need to figure out a plan in case I ever needed to become Spidergirl during the day. I don't think I could just leave school to be a superhero. It would be hard to keep my status as valedictorian and be a superhero, but I was confident that I would be able to do it. Maybe I could be like Kim Possible. No, she had a huge target on her back. I can't believe that none of the villains decided to blow up her house while she sleeping or kill her family. That was why I couldn't let anyone know about my identity because I would be putting them in danger. There was that and also the fact that my dad would probably kill me.

I decided to meet with Dr. Connors yet again after school. I decided that I would stop tutoring people because I don't think that it would work with me being a superhero. I told my parents that I wanted to spend more time on my own studies.

"So what do you think is the best way to use cross-species genetics?" He asked me. "Obviously what I'm doing isn't working because all of my test subjects have died."

Well all of them but one, but I was more of an accidental test subject.

"Maybe you should try changing the formula." I suggested. "There has to be a different algorithm for you to use. People you could mix the DNA of the subject with the one that you plan on transfusing from."

"That's an interesting theory." He stated. "It's definitely something to try looking into. One thing that I can't help but wonder is why you've taken an interest in this suddenly."

"I want to see if you could actually find a way to regrow your arm." I lied.

"If I could do this, I wouldn't only be able to regrow my arm, but I would be able to heal from any injury." He explained.

That meant that he would be just like my favorite fictional superhero, Claire Bennet.

"Of course this is just a theory." He replied. "Lizard DNA just be completely incompatible what that other organisms which explains the deaths of every test subject."

That night, I decided to meet Peter because we were going out on our first date. We were going to this restaurant in the Brooklyn. I was wearing one of my best blue dresses. Another thing that I hoped wouldn't suffer because of my abilities was my personal life. I wanted to be able to go out with people and have fun. I wanted to be able to kiss a guy, possibly in a way that no one has ever done before. I let him open the door for me as before I walked inside of the restaurant where I heard more people whispering about how I was way out of his league.

"You know I can't help but wonder how I managed to be lucky enough to score a date with you." He stated.

"Well you asked me and I said yes." I replied cheekily. "So have you talked to Dr. Connors by any chance?"

"With everything that's happened, I really haven't found like doing it." He admitted. "I don't even know what I would say to him at this point?"

"Do you mind if I ask why you want to meet him?" I questioned. "I might be able to arrange something."

"He was good friends with father Richard Parker." Peter explained. I wondered if that was something that I should try to bring up.

"That's definitely interesting." I commented. "What an interesting coincidence that my boss was friends with your father."

"So your dad is a cop, isn't he?" Peter asked.

"He wouldn't like being called that." I stated. "He likes people to know that he is just under the chief of police. You have to say that it's a pretty cushy job. If the chief were to die or retire, he would be in charge of the nation's biggest police department."

"So is he a real hardass at home?" He quipped.

"He's actually a really good dad." I responded. "I can tell you that he definitely doesn't like Spidergirl."

At the end of the date, I paid for dinner because I had more money. He didn't seem to have a problem with it. Some guys are insulted if you don't let them pay the check, but that practice was outdated. Sometimes women are more successful than men. It just happens. I don't think Peter had any objection to me taking the lead because he was just glad to be with me and that was how it's supposed to be. Relationships aren't about who makes the most money, or who's the strongest, but the love.

I wanted to go on patrol, but I would have to get rid of him first.

"So I had a great time, but I don't want you to walk me home yet." I told him. "I think we should take this slow and not risk any encounters with my parents right now."

"Okay, so I'll see you at school then." He replied. He did look a bit disappointed, but he also looked like he understood.

I began to scale the walls of the some buildings, staying away from windows. I didn't know what I was looking for. Maybe I would catch some domestic violence in action and have to intervene. Maybe I would be able to locate the man who killed Uncle Ben's apartment. That would be good, even though I wasn't sure what I would do when I found him. I happened to find nothing. It was a rather quiet night. I heard someone's door opening near a fire escape and quickly made my way to the roof. I didn't want to be seen.

From that roof, I managed to notice something. There was someone breaking into the pawn shop. At first I thought the idea was strange, but then I realized that it made perfect sense. There were some valuable things there and while somewhere like the museum had a very limited market, things like antiques could be sold anywhere. This person was definite an intelligent thief.

I began to look around for anyone. I heard some sounds and decided to head toward them. It almost sounded like I was hearing purring. One thing that I noticed was a tail. I was able to determine that the thief was female. I was able to get brief look at her and saw that she was wearing a leather jumpsuit that showed off her cleavage with a headband with cat ears and platinum blonde hair. He had a tail attached to her bottom. It seemed that she gave new meaning to the term cat burglar.

"Stop where you are." I ordered. I wondered if anyone was aware that this was happening.

"Well, if it isn't Spidergirl." She purred. "It seems like it's time for me to get out of here."

I tried to hit her with some webs, but she was fast. She had really good reflexes just like a cat. I followed her up to the roof, but she jumped off and landed perfectly on her feet. It looked like I had my first enemy.

Gwen made her first appearance as Spidergirl and Felicia is also Black Cat. This isn't going to fully follow the storyline of the movie and there will be some appearances by other villains before the final confrontation against The Lizard. Please don't forget to review.


	5. Chapter 5

So now I had someone new that I needed to focus on. This thief was cat-themed, which to be honest was kind of lame. She did seem to have catlike reflexes, so I guess it fit. I needed to find out who she was.

One thing that I couldn't help but think was strange was that Felicia didn't seem to be in any mood to criticize me. This was especially odd because I heard other people gossiping about how I had gone out with Peter last night.

"Hey, Gwen, I heard you and Parker were doing it in the library." Flash told me. There was the peanut gallery?

"You know some girls like being with smart guys." I responded. "Also, I'm not going to say whether or not it's true. I'll leave you to try to figure that out yourself."

"Well can you start tutoring me again?" He asked.

"No, I've taken up some new activities." I declared.

"You know you've really changed since your boobs got bigger." He told me.

I had changed, but I had changed for the better, at least I liked to believe that. I was still finding time to do my homework even with everything that was going on.

The one person that I wanted to see was my boyfriend. Well, it might be early to label him my boyfriend after one date, but we would see.

I found out him in class and he smiled, seemingly signaling that he didn't seem to mind how the date ended. It did seem to add fuel to the fire that we were sleeping together. I seriously don't know what kind of tramp would have sex with someone on the first date. One thing that I couldn't help but wonder is it my dad was doing anything about the identity of the cat burglar.

When I got to work, I put on my lab coat and walked over to Dr. Connors.

"I have good news." He told me. I couldn't help but wonder what would qualify as good news. It could be anything from him resolving the formula to a new coffeemaker. "We've successfully retrieved the genetic-engineered cat that escaped from the lab a week ago."

I was then hit with a realization.

"If that cat managed to scratch someone, do you think it would be possible that the person would develop catlike abilities?" I questioned, wondering how he would answer.

"Well it's definitely possible, but we've yet to test cross-species genetics in humans." He responded. That basically was a confirmation. Whoever this cat burglar was, she likely had enhanced abilities just like I did. It would definitely be a challenge taking her down, but I liked the idea of a challenge. I needed to be tested to see if I could be a hero. Anyone can beat two-bit crooks, but not everyone can stop a genetically-enhanced person. I also couldn't help but notice that she didn't seem very interested in fighting me. I couldn't help but wonder why.

When I got home, I couldn't help but wonder if my dad knew anything about this. I decided that the best thing to do was ask him.

"So I heard that there was a break-in at the pawn shop." I stated.

"It seems this Spidergirl has made a new friend." He declared. I would say that was definitely not the case. "Honestly, I blame that _Pawn Stars _show. People wouldn't know how much valuable stuff pawn shops had if not them."

"So do you really know anything about this thief?" I questioned. I needed to make sure not to reveal anything or that I had seen her.

"Well it is a girl, probably no older than 20. Some of the officers have given her the codename Black Cat." He explained. That was what I would now call her. "I don't care what they call her as long as they bring her in on theft charges and breaking and entering."

I decided to look up any information that I could. I typed in "Black Cat robberies" in Yahoo and got a few results. It turned out that she was believed to be responsible for three different break-ins. No one had actually seen her but me.

I began to wonder if there was a certain place that I could find her. It seemed like the places that she was robbing weren't connecting and she could hit anywhere, if she even came out tonight. It was worth noted that all three incidents happened within the last week after the cat escaped from the lab which I definitely didn't think was coincidental.

I wished that there was a picture of her that I could study so I could get an idea of who she was, even though that really wouldn't narrow down anything, considering how many people lived in New York.

I decided to go out and search for her. It would definitely be like trying to find a needle in a haystack, but I didn't have a better way. That was until I saw her again. I did manage to find an old tracking device from one my brothers' spy kits. I wasn't sure how well it would work, but it was all that I had at the moment.

I ended up finding her in the meat packing district. I couldn't help but wonder why she was there. I decided that I would shoot some webs at her to see if that would work, but she managed to dodge them.

"You again." She noted.

"Were you expecting someone else?" I challenged.

"Can't a girl steal stuff for the poor in peace?" She asked.

"You're stealing for the poor?" I responded in surprise.

"Yes." She replied as she I noticed her hands seemed to be morphing. Upon further inspection, she seemed to be growing claws, which she used to cut open a box.

I decided that even if she was some kind of Robin Hood, what she was doing was still illegal and I needed to stop her. I shot some more webs at the box that she was cutting.

"Has anyone ever told you that you're annoying?" She asked. The way that she was insulting me seemed kind of familiar. She decided what I was doing wasn't working and I would have to resort to physical contact. I swung toward her and knocked her to the ground. She then pounced on me and pinned to the ground. She growled, revealing a pair of fangs to me. Yet there was a familiar smell to her breath that I couldn't quite figure out where I had smelled it before.

"Leave me alone or I will hurt you." She demanded before I pushed her off of me and she hit a wall. I had also taken a chance to stick the tracker on her. She decided that she didn't want to fight me anymore and grabbed her bag and fled the scene. I decided that my best bet would be to see where she went. I would keep the console handy in case I ever needed to find her. I realized that I needed to get home, leaving me no time to follow her. I really hoped that my parents wouldn't start questioning where I was going at night.

Fortunately, they didn't seem to care. I was coming back the same way that I left, so that was all that was important. I got a beep from the tracker and found out that she was at the homeless shelter, so that meant that she was giving to the poor.

I still had plenty of questions who Black Cat was or if that was even the name that she was going by. It was definitely a fitting name considering the cat DNA that she had in her.

In the morning, I was going to meet Peter at his house and we were going to walk to school together. I had to admit that I was a little sore from the previous night and I winced a little when he touched my shoulder.

"What's wrong?" He asked.

"I slept on it badly." I lied. "I probably need a new bed. So, anything new happening with you?"

"Well I was wondering if maybe you wanted to come to dinner with my aunt and I on Saturday night." He asked. I didn't have any plans for Saturday as long as nothing Spidergirl related came up.

"Yeah, I think that I can do that." I replied. "I get off work at 6:00."

"I didn't know that you worked on weekends." He responded.

"Yes, Dr. Connors and I are close to a breakthrough cross-species genetics." I told him.

"So did you hear some of the rules spreading around the school?" He asked me.

"Yeah, they're crazy. I would never have sex with you in the library." I replied.

"I was actually talking about the ones with Felicia Hardy being a hooker." He told me. "Is that why people are giving me random high-fives?"

"Possibly." I answered as we arrived at school.

One thing I couldn't help but wonder was if Black Cat was a student at our school. She wasn't very old and could very well be here, but I didn't realistically have the time to see if she was. I would just have to wait for the chance to unmask her. I hoped that I wouldn't give her the chance to unmask me first.

Once we were in gym, I couldn't help but notice that Felicia was moving more nimbly than I had ever seen her before. I'm starting to think that maybe she should be a suspect, but I don't have anything more than circumstantial evidence. Though, I did also notice a bruise when she was changing. Okay, things were beginning to pile up. I still didn't want to just barge into her house as Spidergirl, partly because I could be wrong and partly because that would be an incredibly stupid thing to do.

I couldn't help but notice that Felicia couldn't take her eyes of me either. I couldn't help but wonder if she was considering the possibility of my secret identity. I definitely couldn't let her know that.

That night, my tracker went off and led me to the school. I decided that it was as good of a time as ever to confront her and I would see if she really was Felicia Hardy. I headed to the school in full costume. I found that she was there the same.

"I figured that you would be here." She declared. "You know you weren't the first person that I expected, Gwen."

So she definitely knew my identity.

"I can say the same about you, Felicia." I retorted. "Though, I'm a bit surprised that you even care about the poor."

"There's just one thing that I want to know." She stated as she took her mask off. "Why are we not allies?"

"You kind of hate my guts." I reminded her. I decided to leave my mask on because I didn't think that was a very good idea.

Suddenly, I heard the sounds of sirens. She put her mask back on and glared at me.

"They don't like me either." I responded. I figured that the best way to get out of there was to work together. Some of the cops got out of the cars and aimed their guns at us. "Grab onto me and hold on tight."

I shot a line of web and attached to the top of the school and then to one of the adjacent buildings. We eventually came to a point where we lost them.

"Now do you see why we should be allies?" He asked me.

"I'm not in favor of stealing, even if it is for noble causes." I declared.

"Well how about I agree to stop stealing and you agree to become my partner?" She asked.

"How about we stick to being acquaintances that call each other when we need help?" I suggested.

"Fine by me." She agreed as she shook my hand. "So what are you trying to gain from all of this anyway? I want to use my powers to help people."

"I'm looking for a killer." I stated. "That's all that you need to know."

The following evening, I stood outside of Peter's house. I had to admit that I was nervous because the one time that I had met his aunt, I made myself look like an idiot. I guess being formally introduced to her just scared. I nervously knocked on the door, waiting for it to open.

So this version of Black Cat is an actual mutant who happened to get scratched by a genetically-enhanced feline. She and Gwen have also come to an understanding. How will Gwen meeting Aunt May go? Please don't forget to review.


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